Registration No. 333 - 35887
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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Mylan Laboratories Inc.
(Exact Name of Issuer as specified in its charter)
Pennsylvania 25-1211621
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)
Mylan Laboratories Inc.
1997 Incentive Stock Option Plan
(Full Title of Plan)
Milan Puskar
Chief Executive Officer
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
(412) 232-0100
(Telephone number, including area code, of agent for service)
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Copy to:
David G. Edwards, Esquire
Doepken Keevican & Weiss
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration Fee (2)
per Share Offering Price
Common Stock $.01 par 10,000,000 $21.89 $218,901,647.40 $75,483.33
value
(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and antidilution provisions of the Registrant's 1997 Incentive
Stock Option Plan.
(2) This amount was paid at the time of the original filing of the Registration
Statement by the Registrant on September 18, 1997.
In accordance with Rule 464 under the Securities Act of 1933,
as amended, this Registration Statement is effective automatically on the date
of filing with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
The sole purpose of this Post-Effective Amendment No. 1 is to amend and restate
Item 8 of Part II, as follows:
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 Mylan Laboratories Inc. 1997 Incentive Stock Option Plan (included as
Annex A to Definitive Proxy Statement filed with the Commission on June
2, 1997 and incorporated herein by reference).
4.2 Amended and Restated Articles of Incorporation of the Company (included
as an Exhibit in the Form S-8 of the Company filed December 23, 1997,
Registration No.333-43081, and incorporated herein by reference).
4.3 Bylaws of the Company, as amended to date (included as an Exhibit in
the Form S-8 of the Company filed December 23, 1997, Registration No.
333-43081, and incorporated herein by reference).
5.1 Opinion of Doepken Keevican & Weiss Professional Corporation (included
in the initial Registration Statement filed September 18, 1997).
23.1 Consent of Doepken Keevican & Weiss Professional Corporation (included
in the opinion filed as Exhibit 5.1 to the initial Registration
Statement filed September 18, 1997).
23.2 Consent of Deloitte & Touche LLP relating to its report regarding Mylan
Laboratories Inc.
23.3 Consent of Deloitte & Touche LLP relating to its report regarding Somerset
Pharmaceuticals, Inc.
24.1 Powers of Attorney (included on the signature page of this Amendment
and on the signature page of the initial Registration Statement filed
September 18, 1997).
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Pittsburgh, State of Pennsylvania, on December
22, 1997.
Mylan Laboratories Inc.
(Registrant)
By: /s/ Milan Puskar
Milan Puskar, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
each of the members of the registrant's Stock Option Committee has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Pittsburgh, State of Pennsylvania, on
December 22, 1997.
/s/ Laurence S. DeLynn
Laurence S. DeLynn,
Member of Stock Option Committee
/s/ John C. Gaisford
John C. Gaisford, M.D.,
Member of Stock Option Committee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Donald C. Schilling constitutes
and appoints Milan Puskar and Patricia A. Sunseri and each of them, with full
power to act without the other, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents of any of them, or any substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
2
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Milan Puskar Chairman, Chief Executive December 22, 1997
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Milan Puskar and President
/s/ Dana G. Barnett * Executive Vice President December 22, 1997
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Dana G. Barnett and Director
/s/ Laurence S. DeLynn* Director December 22, 1997
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Laurence S. DeLynn
/s/ Robert W. Smiley* Secretary and Director December 22, 1997
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Robert W. Smiley
/s/ Patricia A. Sunseri* Vice President and Director December 22, 1997
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Patricia A. Sunseri
/s/ John C. Gaisford * Director December 22, 1997
John C. Gaisford, M.D.
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/s/ C.B. Todd* Senior Vice President December 22, 1997
C.B. Todd and Director
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/s/ Donald C. Schilling Vice President of Finance December 22, 1997
Donald C. Schilling (principal accounting and
- --------------------------------- financial officer)
* By:
/s/ Milan Puskar
Milan Puskar, as attorney-in-fact
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-35887 of Mylan Laboratories Inc. on Form
S-8 of our report dated April 30, 1997, incorporated by reference in the Annual
Report on Form 10-K of Mylan Laboratories Inc. for the year ended March 31,
1997.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
December 22, 1997
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 Registration Statement No. 333-35887 of Mylan Laboratories Inc. on Form
S-8 of our report dated February 6, 1997, except for Note 12, as to which the
date is March 7, 1997, relating to the consolidated financial statements of
Somerset Pharmaceuticals, Inc. and subsidiaries as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996, appearing
in the Annual Report on Form 10-K of Mylan Laboratories Inc. for the year ended
March 31, 1997.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
December 22, 1997
